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2016 (5) TMI 1398 - HC - Companies LawScheme of Amalgamation - dispensation of the meetings of the Equity Shareholders and Unsecured Creditors on the ground that the consent of all the Equity Shareholders and Unsecured Creditors of the Company has been obtained in writing and produced on record - Held that - Notice to the Central Government, through the Regional Director, ROC Bhavan, Opp. Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad380013. Notice is also directed to be issued upon the Official Liquidator with a direction to appoint a Chartered Accountant for the preparation and submission of the report at the cost of the petitioner. Notice of the hearing of the petition to be published in the English daily newspaper Indian Express and the Gujarati daily newspaper Gujarat Mitra , having circulation in Surat. The publication of the notice in the Government Gazette is dispensed with.
Issues:
1. Sanction of Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956. 2. Dispensation of meetings of Equity Shareholders and Unsecured Creditors. 3. Notice to Central Government and Official Liquidator. 4. Appointment of Chartered Accountant for report submission. 5. Publication of hearing notice in newspapers. Analysis: 1. The petition was filed seeking the sanction of the Court for the Scheme of Amalgamation of two companies. The petitioner had previously sought dispensation of meetings of Equity Shareholders and Unsecured Creditors, which was granted by the Court. The absence of Secured Creditors was noted in the petition. 2. Mr. Navin K. Pahwa, representing the petitioner, was heard by the Court, and the petition was admitted for further proceedings. 3. The Court directed notices to be served to the Central Government through the Regional Director and the Official Liquidator. The Official Liquidator was instructed to appoint a Chartered Accountant for preparing and submitting a report, with the costs to be borne by the petitioner. 4. Publication of the hearing notice in the "Indian Express" and "Gujarat Mitra" newspapers, both in English and Gujarati, respectively, with circulation in Surat, was ordered. Dispensation of notice publication in the Government Gazette was granted. 5. The final hearing of the petition was scheduled for 14.06.2016, indicating a timeline for further proceedings in the matter.
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